Access to Books and Records of the Company Sample Clauses

Access to Books and Records of the Company. Until the Closing date, the Seller will afford to Buyer and its authorized representatives full access to the properties, books, and records of the the Company (including Subsidiary) in order that Buyer may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the Company and will furnish the Buyer with such additional financial and other information as to the business and properties of the the Company as Buyer shall from time to time reasonably request.
Sample 1
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Access to Books and Records of the Company. After the Closing Date, the Purchaser shall permit the Stockholders and the representatives of the Stockholders reasonable access, at reasonable intervals, during normal business hours and in a manner so as not to interfere with the normal business operations of the Company, to appropriate books, records (including tax records), contracts and documents of or pertaining to the Company in connection with tax audits and investigations of Stockholders conducted by a governmental authority or for any other reasonable purpose relating to periods of time prior to the Closing Date. The Stockholders will keep strictly confidential all such information which it receives from the Company in the course of the tax reviews contemplated by this Section and will not use any such information except in connection with tax audits and investigations of Stockholders conducted by a governmental authority relating to periods of time prior to the Closing Date.
Sample 1
Access to Books and Records of the Company. After the Closing Date, the Purchaser shall permit the Stockholders and their professional representatives reasonable access, at reasonable intervals, during normal business hours and in a manner so as not to unreasonably interfere with the normal business operations of the Company, to relevant books, records (including tax records), contracts and documents of or pertaining to the Company and shall cooperate with the Stockholders in connection with tax audits and investigations of the Stockholders conducted by any Governmental Authority, and the preparation of Tax Returns by the Stockholders relating to periods of time prior to the Closing Date. The Stockholders will keep strictly confidential all such material and information that it receives from the Company and will not use such information except in connection with Audits, investigations and other tax related matters.
Sample 1
Access to Books and Records of the Company. Between the date of this Agreement and the Closing Date, the Company shall (a) give ACEN and TBF and their authorized representatives full access to books and records of the Company (and permit ACEN and TBF to make copies thereof), (b) permit ACEN and TBF to make inspections thereof, and (c) cause its officers and its advisors (including, without limitation, its auditors, attorneys, financial advisors and other consultants, agents and advisors) to furnish ACEN and TBF with such financial and operating data and other information with respect to the business and properties of the Company, and to discuss with ACEN and TBF and their authorized representatives the affairs of the Company, all as ACEN and TBF may from time to time reasonably request.
Sample 1
Access to Books and Records of the Company. The Advisor must maintain appropriate records of all of its activities and make such records available for inspection by the Board and the authorized agents of the Company. The Advisor will have access to the books and records of the Company at all reasonable times. Asset Management Fee. The Advisor will receive an annual Asset Management Fee, paid on a quarterly basis in arrears, equal to the sum of: (i) 1.5% of the Company’s net asset value determined in accordance with the Advisor’s valuation policy (“NAV”) up $50,000,000; (ii) 0% of the Company’s NAV from $50,000,001 to $60,000,000, (iii) 1.25% of the Company’s NAV from $60,000,001 to $500,000,000; (iv) 0% of the Company’s NAV from $500,000,001 to $625,000,000; and (v) 1% of the Company’s NAV in excess of $625,000,000. For purposes hereof, the “Company” means, collectively, the REIT, the Company and their respective subsidiaries, provided that the certain preferred securities of the Company may be excluded from the NAV calculation for purposes of the determination of the total NAV of the Company and the Advisor’s Asset Management Fee. any nonrecourse carveout guarantees. It is currently not anticipated that the Advisor or the Advisor Principals will be required to guarantee any loans.
Sample 1
Access to Books and Records of the Company. The following shall be added to the Purchase Agreement as a new Section 6.9, entitled "Access to Company Books and Records": In connection with the action entitled In Re PSS World Medical, Inc. Securities Litigation, Case No. 3:01-CV-795-J-16-TEM, currently pending in the United States District Court for the Middle District of Florida, Jacksonville Division (the "Litigation"), Seller has received Plaintiffs' First Request for Production of Documents Addressed to All Defendants, dated August 14, 2002 (the "Document Request"), a copy of which has been provided to the Buyer, which calls for the production of a broad range of documents maintained by the Seller and the Company at any of their headquarters, branches or other locations, including storage facilities and including, but not limited to, all documents (whether maintained in paper form or electronically, including all back-up tapes) referring or relating to the period July 1, 1999 through March 31, 2001 (the "Inquiry Period"), concerning the proposed merger between the Seller and Xxxxxx Scientific International, Inc., all financial statements prepared by the Seller (including work papers), financial projections and business plans, all accounting journals and registers (including the general ledger), all customer records, all accounting controls and policies, sales and revenue goals, discounts, rebates and refunds, purchase orders, invoices, bills of lading and payment records, product installations, inventory, returns (including credit memoranda), revenue recognition, any actual or potential restatement, corporate policy manuals, communications with auditors, the Seller's bonus program and emails. From and after the Closing Date and until the Litigation is finally concluded, except as provided in the final sentence of this Section 6.9, the Company shall maintain its books and records relevant to the Inquiry Period in the ordinary course of business and shall provide the Seller with reasonable access, upon prior written notice, during normal business hours, to such books and records and permit the Seller to make copies of such books and records, at the Seller's cost and expense; provided that the Seller shall take such action as is deemed necessary in the reasonable judgment of the Buyer to schedule such access in a manner as to avoid disrupting the normal business of the Company. The Seller shall use its best efforts to obtain copies of all books and records of the Company necessary to respond to the D...
Sample 1
Access to Books and Records of the Company. After the Closing Date, the Purchaser shall permit the Sellers and their representatives reasonable access, during normal business hours without unreasonably interfering with the operations of the Company, to relevant books, records, contracts and documents of or pertaining to the Company and shall cooperate with the Sellers in connection with tax audits and investigations of the Sellers conducted by any Governmental Authority, and the preparation of Tax Returns by the Sellers relating to periods of time prior to the Closing Date. The Sellers will keep strictly confidential all such material and information that it receives from the Company and will not use such information except in connection with Audits, investigations and other tax related matters.
Sample 1
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Related to Access to Books and Records of the Company

  • Access to Books and Records (a) The Borrower and the Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the transactions and dispositions of the assets of the Borrower and the Guarantors. (b) The Borrower and the Guarantors will permit, to the extent not prohibited by applicable law or contractual obligations, any representatives designated by the Administrative Agent or the Collateral Trustee or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to the Borrower and the Guarantors, to (x) visit and inspect the Collateral and the properties of the Borrower and the Guarantors, (y) examine its books and records, and (z) discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower will be present) subject to any restrictions in any applicable Collateral Document; provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be responsible for the reasonable costs and expenses of any visits of the Administrative Agent, the Collateral Trustee and the Lenders, acting together (but not separately); provided, further, that with respect to Collateral and matters relating thereto, the rights of Administrative Agent, the Collateral Trustee and the Lenders under this Section 5.13 shall, subject to the inspection provisions of the applicable Collateral Documents, be limited to the following: upon the request of the Administrative Agent or the Collateral Trustee, the applicable Grantor will permit the Administrative Agent and/or the Collateral Trustee or any of its agents or representatives, at reasonable times and intervals upon reasonable prior notice, to (x) visit during normal business hours its offices, sites and properties and (y) inspect any documents relating to (i) the existence of such Collateral, (ii) with respect to Collateral other than Pledged Routes, Pledged Slots and Pledged Gate Leaseholds, the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral, and to discuss such matters with its officers, except to the extent the disclosure of any such document or any such discussion would result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by the Administrative Agent, the Collateral Trustee and each of their respective agents and representatives and shall not be furnished or disclosed by any of them to anyone other than their respective bank examiners, auditors, accountants, agents and legal counsel, and except as may be required by any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority.

  • Inspection of Books and Records Contractor will permit County, or any duly authorized agent of County, to inspect and examine the books and records of Contractor for the purpose of verifying the amount of work performed under the Scope of Services. County’s right to inspect survives the termination of this Agreement for a period of four years.

  • Landlord’s Books and Records Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

  • Access to Collateral; Books and Records Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

  • Corporate Books and Records The minute books of the Company contain accurate records of all meetings and accurately reflect all other actions taken by the stockholders, Board of Directors and all committees of the Board of Directors of the Company. Complete and accurate copies of all such minute books and of the stock register of the Company have been provided by the Company to the Buyer.

  • Books and Records Reports (a) The Trustees shall keep a certified copy or duplicate original of this Trust Agreement on file at the office of the Trust and the office of the Administrator available for inspection at all reasonable times during its usual business hours by any Holder. The Trustees shall keep proper books of record and account for all the transactions under this Trust Agreement at the office of the Trust and the office of the Administrator, and such books and records shall be open to inspection by any Holder at all reasonable times during usual business hours. The Trustees shall retain all books and records in compliance with Section 31 of the Investment Company Act and the rules and regulations thereunder. (b) With each payment to Holders the Paying Agent shall set forth, either in the instruments by means of which payment is made or in a separate statement, the amount being paid from the Trust Account expressed as a dollar amount per STRYPES and the other information required under Section 19 of the Investment Company Act and the rules and regulations thereunder. The Trustees shall prepare and file or distribute reports as required by Section 30 of the Investment Company Act and the rules and regulations thereunder. The Trustees shall prepare and file such reports as may from time to time be required to be filed or distributed to Holders under any applicable state or Federal statute or rule or regulation thereunder, and shall file such tax returns as may from time to time be required under any applicable state or Federal statute or rule or regulation thereunder. One of the Trustees shall be designated by resolution of the Trustees to make the filings and give the notices required by Rule 17g-1 under the Investment Company Act. (c) In calculating the net asset value of the Trust as required by the Investment Company Act, (i) the U.S. Treasury Securities will be valued at the mean between the last current bid and asked prices or, if quotations are not available, as determined in good faith by the Trustees, (ii) short-term investments having a maturity of 60 days or less will be valued at cost with accrued interest or discount earned included in interest receivable and (iii) the Contract will be valued at the mean of the bid prices received by the Administrator from at least three independent broker-dealer firms unaffiliated with the Trust to be named by the Trustees who are in the business of making bids on financial instruments similar to the Contract and with terms comparable thereto.

  • Offices, Records and Books of Account, Etc The Seller (i) shall keep its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Location of Books and Records The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Repurchase Assets is its chief executive office.

  • Books and Records; Inspections Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

  • Books and Records (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

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